Tier 2

Statutory write-down or bail-in

Accordingly, Dated Subordinated Notes issued under the Programme fall within the pool of regulatory capital instruments that could be subject to the exercise of the Regulatory Capital Write-Down Powers. Senior Notes and Dated Subordinated Notes issued under the Programme (insofar as they have not already been writtendown or converted under the Regulatory Capital Write-Down Powers referred to above) also fall within the scope of the Bail-In Powers set out in the BRRD (which the UK has implemented through the Financial Services (Banking Reform) Act 2013 and secondary legislation, which introduced bail-in as a fourth stabilisation option which may be exercised by the Bank of England under the Banking Act 2009 in addition to the three previously existing stabilisation options provided under the Banking Act 2009). The determination that all or part of the principal amount of the Notes will be subject to the Regulatory Capital Write-Down Powers or the Bail-In Powers may be unpredictable and may be outside of the Issuer's control. Accordingly, trading behaviour in respect of the Notes which are subject to such write-down or conversion powers is not necessarily expected to follow trading behaviour associated with other types of securities. Any final determination that the Notes will become subject to the Regulatory Capital Write-Down Powers or Bail-In Powers set out in the BRRD could have an adverse effect on the market price of the relevant Notes.

Potential investors should also consider the risk that a Noteholder may lose all of its investment in such Notes and claims to unpaid interest. Any amounts written-off as a result of the application of either the Regulatory Capital Write-Down Powers or the Bail-in Powers would be irrevocably lost and holders of such Notes would cease to have any claims for (i) the written-off principal amount of the Notes and (ii) any unaccrued obligations or claims arising in relation to such amounts if the full principal amount of a Note is written-off. In circumstances where UK Resolution Authorities use their Bail-In Powers to reduce part of the principal amount of the Notes, the terms of the Notes would continue to apply in relation to the residual principal amount, subject to any modification to the amount of interest payable to reflect the reduction of the principal amount.